{"url_path":"/sec/rmtg/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 **","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1760026/0001213900-26-056841-index.html","accession_number":"0001213900-26-056841","cik":"0001760026","ticker":"RMTG","issuer_name":"Regenerative Medical Technology Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1760026/0001213900-26-056841-index.html","primary_entity_key":"0001760026","primary_entity_name":"Regenerative Medical Technology Group Inc."},"word_count":875,"has_tables":true,"body_markdown":"**ITEM 5.**\n**MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.**\n\n \n\n**Market Information**\n\n \n\nOur common stock is qualified for quotation on\nthe OTC Markets – OTCPink under the symbol “RMTG” and has been quoted on the OTCPink since October 16, 2018. There currently\nis no liquid trading market for our common stock, and trading activity has historically been limited and sporadic. There can be no assurance\nthat a significant active trading market in our common stock will develop, or if such a market develops, that it will be sustained. The\nmarket remains highly illiquid, and quoted prices may not reflect actual transaction values due to low volume.\n\n \n\nThe closing price of our common stock at December\n31, 2025, was $0.049.\n\n \n\n**Penny Stock**\n\n \n\nThe Securities and Exchange Commission has adopted\nrules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks are generally\nequity securities with a price of less than $5.00 per share, other than securities registered on certain national securities exchanges\nor quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is\nprovided by the exchange or system. Our common stock is considered a penny stock under these rules.\n\n \n\nThe penny stock rules require a broker-dealer,\nprior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared\nby the Commission. This document must contain: (a) a description of the nature and level of risk in the market for penny stocks in both\npublic offerings and secondary trading; (b) a description of the broker’s or dealer’s duties to the customer and of the rights\nand remedies available to the customer with respect to a violation of such duties or other requirements of securities laws; (c) a brief,\nclear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between\nthe bid and ask price; (d) a toll-free telephone number for inquiries on disciplinary actions; (e) definitions of significant terms in\nthe disclosure document or in the conduct of trading in penny stocks; and (f) such other information and in such form, including language,\ntype size and format, as the Commission shall require by rule or regulation.\n\n \n\nThe broker-dealer also must provide, prior to\neffecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation\nof the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other\ncomparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the\nmarket value of each penny stock held in the customer’s account.\n\n \n\nIn addition, the penny stock rules require that\nprior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination\nthat the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt\nof a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability\nstatement.\n\n \n\nThese disclosure requirements may have the effect\nof reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because\nour common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.\n\n** **\n\n**Holders**\n\n \n\nAs of the latest available information (reflecting\ndata through late 2025 or early 2026), we had approximately 148 shareholders of common stock according to our transfer agent’s shareholder\nlist. The number of record holders may not reflect the actual number of beneficial owners due to shares held in street name through brokerage\naccounts.\n\n \n\n20\n\n \n\n**Dividends**\n\n \n\nThe Company has not paid any cash dividends to\ndate and does not anticipate or contemplate paying any dividends in the foreseeable future. It is the present intention of management\nto utilize all available funds for the growth of the Registrant’s business, including expansions of our clinic network, manufacturing\ncapabilities, product development, and international market penetration.\n\n \n\n**Equity Compensation Plan Information**\n\n \n\nThe Company does not currently have an equity\ncompensation plan in place.\n\n \n\n**Recent Sales of Unregistered Securities**\n\n \n\nOn February 29, 2024, the Company issued 45,030\nshares of common stock for conversion of convertible notes.\n\n \n\nOn November 3, 2025, the Company issued 600,000\nshares of common stock for conversion of promissory notes.\n\n \n\nThe offers, sales, and\nissuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section\n4(a)(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The\nrecipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale\nin connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each\nof the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access, through employment,\nbusiness or other relationships, to information about us."}